Exhibit 10(d)
[GRAPHIC OMITTED]
Worldwide Health Resources, Inc.
1535 S.W. 5th Ave.* Boca Raton, FL 33432-7209 * 000-000-0000 * fax 000-000-0000
SALES MANAGEMENT & SERVICE AGREEMENT
IN CONSIDERATION FOR THE REPRESENTATIONS, PROMISES AND ACTS OF EACH OTHER AS SET
OUT IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
1. WORLDWIDE HEALTH RESOURCES, INC., A FLORIDA CORPORATION, HEREINAFTER CALLED
WHRI, XXXXXX AGREES TO ACT AS A CONSULTANT AND MARKETING SERVICE
REPRESENTATIVE AS AND FOR SETTING UP A MARKETING AND SALES FORCE CONCERNING
SALES OF "PRODUCT" , HEREINAFTER CALLED MANUFACTURER IN THE FOLLOWING
TERRITORY (IES): UNITED STATES AND CANADA. WHRI WILL UTILIZE ITS' EXISTING
NETWORK OF SALES REPRESENTATIVE TO MARKET MANUFACTURERS' PRODUCT/S.
2. FEES TO WHRI.
a) IN CONSIDERATION FOR SETTING UP THE MARKETING AND SALES RESPECTING THE
ABOVE IDENTIFIED PRODUCT WHRI WILL RECEIVE A NON-REFUNDABLE SET-UP FEE
UPON SIGNING OF THIS AGREEMENT IN THE AMOUNT OF FIVE THOUSAND DOLLARS
($5,000)
b) MANAGEMENT FEE. IN ADDITION TO THE FEES IDENTIFIED ABOVE, MANUFACTURER
SHALL PAY TO WHRI A MANAGEMENT FEE EACH MONTH BASED ON THE FOLLOWING
SCHEDULE OF SALES BEGINNING 06/15/2003.
1. $0 - $1,000,000 $5,000 PER MONTH
2. $1,000,001 - $3,000,000 $4,000 PER MONTH
3. $3,000,001+ ~ $3,000 PER MONTH
c) SALES COMMISSION: IN ADDITION, WHRI SHALL RECEIVE A COMMISSION OF
FIFTEEN PERCENT (15%) OF NET INVOICE AMOUNT. COMMISSIONS CHECKS WILL
BE PAID TO WHRI UPON THE 25TH OF EACH MONTH BASED ON MONIES RECEIVED
BY MANUFACTURER FOR ALL ORDERS SHIPPED. WHRI SHALL HAVE THE SOLE
RESPONSIBILITY TO IDENTIFY AND PAY THOSE REPS RESPONSIBLE FOR SALES OF
MANUFACTURER'S PRODUCTS AND AGREES TO INDEMNIFY AND HOLD MANUFACTURER
HARMLESS FROM ALL CLAIMS BY ALL REPS WITH RESPECT TO COMMISSION
ENTITLEMENT.
d) TRAVEL: MANUFACTURER AGREES TO REIMBURSE ALL TRAVEL RELATED COSTS
(AIRFARE, HOTEL, ENT.) UPON PRIOR APPROVAL AND SUBMISSION OF RECEIPTS
ON A NET 10 DAY BASIS.
e) BONUS INCENTIVE: IN ADDITION TO COMMISSION PAYMENTS, WHRI SHALL BE
ENTITLES TO A SALES BONUS ACCORDING TO THE FOLLOWING SCHEDULE OF TOTAL
YEARLY SALES:
1. $1,000,000- $3,000,000 1% of annual gross sales
2. $3,000,001- $6,000,000 1.5% of annual gross sales
3. $6,000,001 -$9,000,000 2% of annual gross sales
THE BONUS PROVIDED FOR MY THIS PARAGRAPH IS BASED UPON BOOKED ORDERS
FOR WHICH PAYMENT HAS BEEN RECEIVED OVER A 12 MONTH PERIOD. THIS
TWELVE MONTH PERIOD WILL BEGIN IN THE FIRST MONTH OF THE FIRST PAID
AND SHIPPED ORDER. FOR THE PURPOSES OF THIS PARAGRAPH "TOTAL YEARLY
SALES" IS AN AMOUNT EQUAL TO THE TOTAL OF ALL SALES TO WHICH
COMMISSIONS WAS PAID DURING A CALENDAR YEAR WITH RESPECT TO SALES OF A
PRODUCT COVERED BY THIS AGREEMENT.
3. TERMS OF THIS AGREEMENT:
a) THIS AGREEMENT SHALL CONTINUE IN EFFECT FOR ONE YEAR UNLESS TERMINATED
SOONER PURSUANT TO THIS AGREEMENT. IT SHALL AUTOMATICALLY BE DEEMED TO
BE RENEWED FOR SUCCESSIVE ONE YEAR TERMS UNLESS A NOTICE OF INTENT NOT
TO RENEW IS GIVEN BY ONE PARTY AT LEAST 90 DAYS BEFORE THE EXPIRATION
OF A ONE YEAR TERM.
b) IF MANUFACTURER DOES NOT RENEW, WHRI SHALL BE ENTITLED TO CONTINUE TO
RECEIVE ITS FULL COMMISSION FOR SALES TO ACTIVE ACCOUNTS FOR A PERIOD
OF ONE YEAR.
c) IF WHRI DOES NOT RENEW, WHRI SHALL NOT BE ENTITLED TO ANY FEES,
COMMISSIONS OR BONUS AFTER THE EXPIRATION OF THIS AGREEMENT.
d) THE PARTIES AGREE THAT THEIR MUTUAL INTENTION IS THAT THIS AGREEMENT
SHALL REMAIN IN EFFECT UNLESS (i) ONE OF THEM ELECTS NOT TO RENEW IT
OR (ii) IT IS TERMINATED PURSUANT (iii) THEY MUTUALLY AGREE TO
TERMINATE IT. FURTHERMORE, THE PARTIES ACKNOWLEDGE THAT EACH WILL BE
DEVOTING A SIGNIFICANT AMOUNT OF TIME, UP FRONT, TO GET THIS
ENTERPRISE "OFF THE GROUND". THEREFORE, THE PARTIES AGREE THAT NEITHER
OF THEM WITHOUT THE ADVANCE EXPRESS CONSENT OF THE OTHER, HAS ANY
RIGHT, FOR ANY REASON, TO DECLARE THAT THIS AGREEMENT OR THE RIGHTS
AND OBLIGATIONS OF THE OTHER IS, HAS BEEN OR WILL BE SUSPENDED. IN
SUMMARY, THIS AGREEMENT MANDATES THE CONTINUOUS PERFORMANCE OF THE
AGREEMENT BY BOTH PARTIES UNTIL THE AGREEMENT EXPIRES OR HAS BEEN
TERMINATED PURSUANT TO THE PROVISIONS SET OUT IN THIS AGREEMENT.
4. OBLIGATIONS OF WHRI & BENEFITS TO MANUFACTURER:
WHRI AGREES TO PROMOTE AND SELL THE MANUFACTURER'S PRODUCTS TO THE FOLLOWING
ACCOUNTS: WAREHOUSE CLUBS, MASS MERCHANDISERS, GROCERY & DRUG CHAINS, "NATURAL
HEALTH" CHAINS, QVC, MAIL ORDER, INFOMERCIALS, TELEVISION, MILITARY AND
DISTRIBUTORS THROUGHOUT THE TERRITORY.
a) THE PARTIES RECOGNIZE THAT THE SUCCESS OF A CONSUMER PRODUCT DEPENDS
ON MANY FACTORS INCLUDING SUBJECTIVE CONSUMER DECISIONS AND THE STATE
OF THE ECONOMY. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED BY
MANUFACTURER AS A WARRANTY BY WHRI AS TO THE POSSIBLE SUCCESS OR
FAILURE OF THE PRODUCT OR THE NUMBER OF UNITS WHICH MAY BE SOLD.
b) WHRI WILL UTILIZE ITS EXISTING NETWORK OF SALES REPRESENTATIVES TO
MARKET AND SELL MANUFACTURER'S PRODUCTS.
c) ALL NATIONAL AND REGIONAL TRADE SHOWS WILL BE THE FULL RESPONSIBILITY
OF THE MANUFACTURER.
d) ALL PRODUCT SAMPLES SENT TO REPS WILL BE THE SOLE RESPONSIBILITY OF
THE MANUFACTURER AND CONSIDERED A COST OF DOING BUSINESS.
e) WHRI IS NOT AUTHORIZED TO INCUR ANY EXPENSE ON BEHALF OF MANUFACTURER
UNLESS ADVANCE EXPRESS APPROVAL IS OBTAINED FROM COMPANY PRESIDENT OF
ANOTHER DESIGNEE OF MANUFACTURER.
f) MANUFACTURER AGREES TO PROVIDE WHRI, ON A MONTHLY BASIS, COPIES OF ALL
INVOICES FOR SHIPPED PRODUCTS AND AN ACCOUNTING OF ALL PAYMENTS
RECEIVED.
g) THIS CONTRACT IS ASSUMABLE IN THE EVENT THE MANUFACTURER CHANGES
OWNERSHIP OR MANUFACTURER WILL PAY WHRI THE EQUIVALENT OF THE PREVIOUS
SIX (6) MONTHS' FEES AND COMMISSIONS.
5. MANUFACTURER'S COVENANTS: MANUFACTURER AGREES THAT DURING THE TERM OF THIS
AGREEMENT THAT IT WILL NOT ATTEMPT TO CONTRACT WITH OR HIRE ANY SALES REP
OR SALES AGENCY, OTHER THAN WHRI, TO SELL THE PRODUCTS COVERED BY THIS
AGREEMENT IN THE TERRITORY.
6. TERMINATION FOR CAUSE BY THE PARTIES:
a) WHRI HAS THE RIGHT TO TERMINATE THIS AGREEMENT IF XXXX BELIEVES THAT A
MATERIAL BREACH BY MANUFACTURER OF THE AGREEMENT HAS OCCURRED. FOR
PURPOSES OF THIS PARAGRAPH, "MATERIAL BREACH" MEANS THAT WHRI, ACTING
IN GOOD FAITH AND BASED UPON THE INFORMATION THEN KNOWN TO IT,
DETERMINES THAT MANUFACTURER HAS ENGAGED IN OR IS ENGAGING IN WILFUL
MISCONDUCT, GROSS NEGLIGENCE, THEFT, FRAUD OR OTHER ILLEGAL CONDUCT,
OR HAS FAILED TO PERFORM A MATERIAL OBLIGATIONS OF THE AGREEMENT. EACH
MATERIAL BREACH SHALL BE SPECIFIED IN A NOTICE OF TERMINATION. WHRI
SHALL HAVE 45 CALENDAR DAYS FROM THE DATE IT RECEIVES SUCH NOTICE TO
CURE THAT MATERIAL BREACH, IF SUCH A CURE IS POSSIBLE.
b) MANUFACTURER HAS THE RIGHT TO TERMINATE THIS AGREEMENT IF IT
DETERMINES THAT A MATERIAL BREACH HAS OCCURRED. FOR PURPOSES OF THIS
PARAGRAPH, "MATERIAL BREACH" MEANS THAT WHRI, ACTING IN GOOD FAITH AND
BASED UPON THE INFORMATION THEN KNOWN TO IT, DETERMINES THAT
MANUFACTURER HAS ENGAGED IN OR IS ENGAGING IN WILFUL MISCONDUCT, GROSS
NEGLIGENCE, THEFT, FRAUD OR OTHER ILLEGAL CONDUCT, OR HAS FAILED TO
PERFORM A MATERIAL OBLIGATIONS OF THE AGREEMENT. EACH MATERIAL BREACH
SHALL BE SPECIFIED IN A NOTICE OF TERMINATION. MANUFACTURER SHALL HAVE
45 CALENDAR DAYS FROM THE DATE IT RECEIVES SUCH NOTICE TO CURE THAT
MATERIAL BREACH, IF SUCH A CURE IS POSSIBLE.
c) SHOULD EITHER PARTY TERMINATE THIS AGREEMENT FOR CAUSE, ANY AND ALL
FINANCIAL TERMS AS MENTIONED IN THIS CONTRACT SHALL CEASE IMMEDIATELY
AND NO FURTHER MONIES WILL BE DUE OR PAYABLE, ONE TO THE OTHER, UNLESS
SPECIFICALLY DIRECTED OTHERWISE AS THE RESULT OF A RULING AS COVERED
IN PARAGRAPH 8.
7. TERMINATION WITHOUT CAUSE:
a) IF MANUFACTURER TERMINATES THIS AGREEMENT WITHOUT CAUSE, WHRI SHALL BE
ENTITLED TO ALL FEES AND EARNED COMMISSIONS FOR A PERIOD OF ONE YEAR
FROM THE DATE OF TERMINATION.
b) IF WHRI TERMINATES WITHOUT CAUSE, MANUFACTURER SHALL BE ENTITLED TO A
REFUND OF ALL FEES AND COMMISSIONS PAID FOR A PERIOD OF ONE YEAR PRIOR
TO THE DATE OF TERMINATION.
8. ARBITRATION: ALL DISPUTES BETWEEN THE PARTIES SHALL BE RESOLVED BY
ARBITRATION EXCEPT AS OTHER WISE PROVIDED IN THIS PARAGRAPH. THIS
ARBITRATION SHALL BE CONDUCTED ONLY BEFORE THE AMERICAN ARBITRATION
ASSOCIATION AND ONLY IN BOCA RATON, FLORIDA, PALM BEACH COUNTY. THIS
ARBITRATION SHALL BE CONDUCTED BY ONLY ONE ARBITRATOR WHO HAS EXPERIENCE
WITH THE ISSUES BEING ARBITRATED AND WHO IS MUTUALLY SATISFACTORY TO THE
PARTIES. ANY FINAL AWARD OR FINAL DECISION RENDERED PURSUANT TO SUCH
ARBITRATION MAY BE REVIEWED IN ANY COURT PURSUANT TO THE FLORIDA UNIFORM
ARBITRATION ACT, HOWEVER, IF WHRI OR MANUFACTURER OR BOTH IS MADE A PARTY
TO A LAWSUIT BY ANY THIRD PARTY, WHRI AND MANUFACTURER ARE NOT PRECLUDED
FROM ASSERTING AND SEEKING A JUDICIAL DETERMINATION OF THOSE CLAIMS, IF
ANY, WHICH EACH HAS AGAINST THE OTHER. EACH PARTY RESERVES THE RIGHT TO GO
TO COURT TO SEEK INJUNCTIVE RELIEF, BUT SUCH COURT SHALL NOT HAVE
JURISDICTION OVER ANY MONETARY CLAIMS. THE PARTY WHICH THE ARBITRATION
AWARD IDENTIFIES AS THE OVERALL PREVAILING PARTY IS ENTITLED TO AN AWARD OF
REASONABLE ATTORNEY'S FEES, COSTS AND ALL REASONABLE, RELATED EXPENSES FROM
THE OTHER.
9. MISCELLANEOUS:
a) GOVERNING LAW: The VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT, SHALL BE GOVERNED BY THE LAWS OF FLORIDA.
b) WAIVER OF BREACH: THE WAIVER BY WHRI OR MANUFACTURER OF THE BREACH OF
ANY PROVISION OF THE AGREEMENT SHALL NOT OPERATE TO OR BE CONSTRUED AS
A WAIVER OF ANY SUBSEQUENT BREACH BY THAT PARTY.
c) ENTIRE AGREEMENT: THIS DOCUMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN
THE PARTIES, SUPERSEDES ALL PRIOR ORAL AGREEMENTS, INCLUDING THE
LETTER OF INTENT, AND MAY NOT BE CHANGED ORALLY, BUT ONLY BY AGREEMENT
IN WRITING SIGNED BY THE PARTIES.
d) NOTICES: ANY NOTICE WHICH MAY OR MUST BE GIVEN PURSUANT TO THIS
AGREEMENT SHALL BE DEEMED TO HAVE BEEN VALIDLY GIVEN OR SERVED IF THAT
NOTICE IS ACCOMPLISHED BY SATISFYING BOTH OF THE FOLLOWING: (i) THE
NOTICE MUST BE IN WRITING AND MUST BE FAXED, DELIVERED PERSONALLY OR
SENT BY REGISTERED OR CERTIFIED MAIL PROPERLY ADDRESSED TO THE OTHER
AT THE ADDRESS SET FORTH ON THE LAST PAGE OF THIS AGREEMENT, AND (ii)
MUST ALSO BE SENT BY E-MAIL. NOTICES SHALL BE DEEMED EFFECTIVE THREE
BUSINESS DAYS FOLLOWING THE DATE OF SENDING SUCH NOTICE IF BY MAIL, OR
UPON RECEIPT IF DELIVERY IS MADE PERSONALLY, BY FAX OR BY E-MAIL.
EITHER PARTY, BY NOTICE SO GIVEN MAY CHANGE THE ADDRESS TO WHICH HIS
OR ITS FUTURE NOTICES SHALL BE SENT.
e) ASSIGNABILITY: THIS AGREEMENT MAY BE ASSIGNED BY WHRI OR BY
MANUFACTURER AS LONG AS THE ASSIGNEE IS REASONABLE ABLE TO CARRY OUT
THE RESPONSIBILITIES OF ITS ASSIGNOR. THE ASSIGNOR MUST GIVE ADVANCE
NOTICE TO THE OTHER PARTY AT LEAST 10 CALENDAR DAYS BEFORE THE
ASSIGNMENT BECOMES EFFECTIVE. THAT NOTICE MUST INCLUDE THE FULL NAME,
BUSINESS ADDRESS, AND CONTACT INFORMATION OF THE ASSIGNEE, ALONG WITH
THE DATE WHEN THE ASSIGNMENT IS TO BECOME EFFECTIVE. AN ASSIGNMENT
DOES NOT RELIEVE THE ASSIGNOR FROM ITS OBLIGATIONS AS SET FOR IN THIS
AGREEMENT.
f) UNDERSTANDING OF THIS AGREEMENT: EACH INDIVIDUAL WHO SIGNS THIS
AGREEMENT, BY HIS OR HER SIGNATURE, REPRESENTS THAT HE OR SHE HAS HAD
AMPLE OPPORTUNITY TO READ THIS AGREEMENT, HAS HAD THE SAME OPPORTUNITY
TO ASK QUESTIONS ABOUT IT AND ITS APPLICATION, UNDERSTANDS IT,
VOLUNTARILY SIGNS IT AND HAS THE AUTHORITY TO DO SO.
----------------------------------------- ------------------------------
SIGNATURE DATE
XXXXXXXX X. XXXXX, CEO
WORLDWIDE HEALTH RESOURCES, INC.
0000 XX 0XX XXX
BOCA RATON, FL 33432
----------------------------------------- ------------------------------
SIGNATURE DATE
XXX XXXXXXXXX, V.P. PRODUCT DEVELOPMENT
WORLDWIDE HEALTH RESOURCES, INC.
0000 XX 0XX XXX
BOCA RATON, FL 33432
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SIGNATURE DATE
XXXXXXX X. XXXXX, CEO
SUNCOAST NATURALS
0000 XXXXXXX XX., XXXXX 000
ORLANDO, FL 32819
